Vistagen Therapeutics, Inc.

This Proxy Statement contains certain forward-looking statements within the meaning of the federal securities laws. These forward-looking statements involve known and unknown risks that are difficult to predict and include all matters that are not historical facts. In some cases, you can identify forward-looking statements by the use of words such as “may,” “could,” “expect,” “project,” “outlook,” “strategy,” “intend,” “plan,” “seek,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “strive,” “goal,” “continue,” “likely,” “will,” “would” and variations of these terms and similar expressions, or the negative of these terms or similar expressions. Such forward-looking statements are necessarily based upon estimates and assumptions that, while considered reasonable by us and our management team, are inherently uncertain. As with all pharmaceutical products, there are substantial risks and uncertainties in the process of non-clinical and clinical development and commercialization, and actual results or developments may differ materially from those projected or implied in these forward-looking statements. There can be no guarantee that any of our product candidates will successfully complete ongoing or future clinical trials within estimated timelines or at all, receive regulatory approval or be commercially successful, or that we will be able to successfully replicate the results of past studies of any of our product candidates. These risks are more fully discussed in the section entitled “Risk Factors” in our Annual Report on SEC Form 10-K for the fiscal year ended March 31, 2026, filed with the SEC on June 15, 2026, as well as discussions of potential risks, uncertainties, and other important factors in our other filings with the SEC. You should not place undue reliance on these forward-looking statements, which apply only as of the date of the Proxy Statement and should not be relied upon as representing our views as of any subsequent date. We explicitly disclaim any obligation to update any forward-looking statements other than as may be required by law. If we do update one or more forward-looking statements, no inference should be made that we will make additional updates with respect to those or other forward-looking statements.

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